SCHEDULE: OceanPal Insider Ownership Declines to 33.25%

Reporting persons Ioannis Zafirakis and Abra Marinvest Inc. report a decrease in their beneficial ownership of OceanPal Inc. common stock to 33.25% due to a change in preferred stock conversion prices.

Summary

• Reporting persons Ioannis Zafirakis and Abra Marinvest Inc. filed Amendment No. 21 to their Schedule 13D for OceanPal Inc.
• The amendment reports a decrease in their beneficial ownership percentage of OceanPal Inc. common stock.
• Their aggregate beneficial ownership now stands at 3,335,908 shares, representing 33.25% of the Issuer's outstanding common stock.
• This decrease is attributed to a change in the conversion price of the Series C and Series D Preferred Stock they hold.
• As of September 30, 2025, OceanPal Inc. had 6,696,039 common shares outstanding.
• The beneficial ownership is indirect, through 3,104 shares of Series D Preferred Stock (convertible into 2,398,022 common shares) and 1,214 shares of Series C Preferred Stock (convertible into 937,886 common shares).
• Ioannis Zafirakis, a board member and executive committee member, controls Abra Marinvest Inc. and thus indirectly beneficially owns these shares.
• The preferred shares have a conversion restriction preventing beneficial ownership from exceeding 49% of total outstanding common shares.

Sentiment

Score: 5

Explanation: Neutral. The filing is a routine amendment to report a change in beneficial ownership percentage due to technical adjustments in preferred stock conversion prices. It does not indicate significant positive or negative operational or financial news for the company, though the slight reduction in insider percentage could be viewed with mild caution by some.

Positives

• Ioannis Zafirakis, a key insider, remains a significant shareholder and board member, indicating continued alignment with company interests.
• The acquisition of m/t Zeze Start for $27.0 million, partially paid with Series D Preferred Stock, indicates ongoing strategic asset acquisition by the Issuer.

Negatives

• The decrease in beneficial ownership percentage for key insiders could be perceived negatively by some investors, though it is due to conversion price changes rather than direct share sales.
• The sale of 7,033 shares of Series D Preferred Stock by the Reporting Persons on October 15, 2024, indicates a reduction in their preferred stock holdings.

Risks

• Beneficial ownership is subject to conversion restrictions, limiting the ability of reporting persons to convert preferred stock if it results in ownership exceeding 49% of total outstanding common shares.
• Fluctuations in conversion prices of Series C and Series D Preferred Stock can impact the beneficial ownership percentage reported.

Future Outlook

Reporting Persons may acquire additional shares or dispose of existing shares based on market conditions and investment opportunities. They also reserve the right to act in concert with other shareholders and recommend courses of action to management and the board to increase shareholder value.

Management Comments

• Zafirakis is a member of the Board of Directors and a member of the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer.
• The Reporting Persons acquired the Shares... solely for investment purposes.
• The Reporting Persons, at any time and from time to time, may acquire additional Shares... or dispose of any or all of the Shares they then own depending upon an ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
• The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.
• In addition, the Reporting Persons are in contact with members of the Issuer's management, the other members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.

Industry Context

This filing is specific to beneficial ownership changes for OceanPal Inc. and does not provide broader industry trends. OceanPal Inc. operates in the dry bulk shipping sector, and the acquisition of vessels like m/v Baltimore, m/v Melia, and m/t Zeze Start indicates activity in vessel acquisition, common in the shipping industry for fleet expansion or renewal.

Related Party Transactions

• The Issuer purchased the m/t Zeze Start for $27.0 million from an entity controlled by Zafirakis, with 9,442 shares of Series D Preferred Stock issued as partial consideration.

Stakeholder Impact

• Shareholders: The decrease in beneficial ownership percentage by a significant insider might be noted, but the underlying reason (conversion price change) suggests it is not a direct divestment of common shares. The continued significant insider stake (33.25%) still aligns insider and shareholder interests.
• Management/Board: Ioannis Zafirakis, a key reporting person, is a member of the Board and Executive Committee, indicating continued influence and engagement in strategic decisions.

Next Steps

• Reporting Persons may acquire or dispose of additional shares based on market conditions.
• Reporting Persons may act in concert with other shareholders or recommend courses of action to management and the board to increase shareholder value.

Key Dates

Recommendation

This filing is a routine Schedule 13D amendment reporting a technical adjustment in beneficial ownership percentage due to changes in preferred stock conversion prices. It does not contain new material financial or operational information that would warrant a change in investment thesis. While a decrease in insider ownership percentage might typically be a concern, the explanation provided (conversion price adjustment) suggests it is not a direct divestment of common shares. The significant insider stake remains, indicating continued alignment. Therefore, a 'hold' recommendation is appropriate as there is no new information to justify buying or selling based solely on this filing.

Keywords

OceanPal Inc., OP, Schedule 13D, Beneficial Ownership, Ioannis Zafirakis, Abra Marinvest Inc., Series C Preferred Stock, Series D Preferred Stock, Common Stock, SEC Filing, Insider Ownership, Equity Incentive Plan, Diana Shipping Inc., Dry Bulk Shipping